NOTICE OF THE 39TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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1 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Securities Code 3258) May 30, 2016 To Shareholders with Voting Rights: Tetsuji Kosaki President and CEO UNIZO Holdings Company, Limited , Hatchobori, Chuo-ku, Tokyo NOTICE OF THE 39TH ANNUAL GENERAL MEETING OF SHAREHOLDERS We would like to express our appreciation for your continued support and patronage. We would also like to express our deepest sympathies for the victims of the Kumamoto Earthquake, and extend our sincere condolences. You are cordially invited to attend the 39th Annual General Meeting of Shareholders (the Meeting ) of UNIZO Holdings Company, Limited (the Company ). The Meeting will be held for the purposes as described below. If you are unable to attend the Meeting, you may exercise your voting rights by one of the following methods. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:20 p.m. on Thursday, June 16, 2016, Japan time. [Exercising voting rights via postal mail] Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and return it so that it arrives by the exercise deadline above. [Exercising voting rights via the Internet] Please access the voting rights exercise website ( designated by the Company, utilize the Voting rights exercise code and Password written on the enclosed Voting Rights Exercise Form, and follow the on-screen instructions to indicate your vote for or against the proposals. Concerning the exercise of voting rights via the Internet, please confirm the contents of Exercising Voting Rights via the Internet on page 3. If voting rights are exercised both in writing via the Voting Rights Exercise Form and via the Internet, the vote cast via the Internet shall be deemed valid. 1. Date and Time: Friday, June 17, 2016 at 10:00 a.m. Japan time 2. Venue: Banquet room Royal Hall on the third floor of The Royal Park Hotel located at 2-1-1, Nihonbashi-Kakigara-cho, Chuo-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the Company s 39th Fiscal Year (April 1, March 31, 2016), and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of twelve (12) Directors Election of one (1) Audit & Supervisory Board Member - 1 -

2 Proposal 5: Proposal 6: Provision of Final Payment of Retirement Benefits to Directors and Audit & Supervisory Board Members upon the Abolition of the Directors and Corporate Auditors Retirement Benefits System Revision of Compensation for Directors and Audit & Supervisory Board Members ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. If attending the Meeting by proxy, one (1) person who is a shareholder with voting rights for the Meeting may attend. In such a case, a document needs to be submitted to prove appointment of proxy. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company s website ( The Company has not prepared gifts for the Meeting. We appreciate your understanding

3 Exercising Voting Rights via the Internet 1. Exercising voting rights via the Internet (1) In addition to exercising voting rights in writing, you may exercise voting rights via the Voting Rights Exercise Website (URL below) designated by the Company. If you wish to use this method, login utilizing the voting rights exercise code and password printed along the right side of the Voting Rights Exercise Form, and follow the on-screen instructions. To ensure security, you are required to change the password upon the initial login. (2) The exercise deadline is 5:20 p.m. on Thursday, June 16, 2016, Japan time, and input must be complete by that time. We suggest that you exercise your voting rights ahead of time. (3) In the event that voting rights are exercised both in writing and via the Internet, the vote cast via the Internet shall be deemed valid. If votes are cast multiple times, the most recent vote cast shall be deemed valid. (4) The password (including those changed by the shareholder) is valid only for the Meeting. A new password will be issued at the time of the next general meeting of shareholders. (5) Expenses associated with connecting to the Internet shall be borne by the shareholder. (Attention) The password is a method to confirm the identity of the person voting. The Company will never ask for your password. If the password is mistaken a certain number of times, it will become locked and unusable. In the event of a lock, please follow the on-screen instructions. Although the Voting Rights Exercise Website has been tested to function with general Internet connection devices, it may not be available depending on the device used. 2. Inquiries For any inquiries, please contact the Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd. (below), the shareholder registry administrator. Dedicated line for inquiries regarding operating methods of the Voting Rights Exercise Website Toll-free (within Japan): (Weekdays, 9:00 a.m. to 9:00 p.m.) (Reference) Institutional investors may utilize the electronic voting rights exercise platform operated by ICJ, Inc

4 (Appendix) Business Report (April 1, March 31, 2016) I. Overview of the Group 1. Business Progress, Results, and Issues to be Addressed (1) Business Progress and Results During the fiscal year ended March 31, 2016 (April 1, 2015 March 31, 2016), the Japanese economy continued to recover gradually while there were effects of a deceleration in overseas economies. However, many risks are still present, including growing unease about the direction of the Chinese economy, the pace at which interest rates are raised in the US following the end of the zero interest rate policy, the effects of Japan s negative interest rate, the steep drop in the crude oil price, a sudden increase in the value of the yen, the effects of lower stock prices, and the effects of the Kumamoto Earthquake. In light of such risks, changes in the business environment continue to warrant close attention. In the office building market of Japan, the overall supply-demand balance is improving with vacancy rates in Tokyo s five central wards decreasing from the lower-5% range to the lower-4% during the fiscal year ended March 31, Also, there is a clear upward trend in rents in some areas, including central Tokyo. In the office building market of New York City, vacancy rates are trending downward gradually while rents keep recovering. In the hotel sector, occupancy rates remain at a high level and revenue per room continues to improve, due to a significant increase in visitors from abroad. Amid such a business environment, with the Real Estate Business and the Hotel Business as its pillars, UNIZO Holdings Company, Limited (the Company) and its subsidiaries (collectively, the UNIZO Group ) employs a business structure that enables efficient management with high transparency centered on a holding company. Under such structure, the Company promotes business from a perspective of stakeholders including customers and has established a stable management foundation. The Group is focused on raising its profitability base by responding to customer needs and reducing costs. Consolidated revenue from operations for the fiscal year ended March 31, 2016 totaled 32,385 million, an increase of 17.0% from 27,668 million in the previous fiscal year. Consolidated operating income totaled 10,605 million, an increase of 20.3% from 8,813 million in the previous fiscal year. Consolidated ordinary income was 8,500 million, an increase of 15.8% from 7,341 million in the previous fiscal year. Consolidated net income attributable to owners of the parent company included extraordinary income due to factors such as gains on sales of fixed assets and amounted to 6,593 million, an increase of 56.4% from 4,214 million in the previous fiscal year. Results for the fiscal year under review are presented by segment below. Effective from the fiscal year ended March 31, 2016, the Company reviewed its business segment classification method and made changes to its reportable segments, as Jowa Real Estate Company, Limited (current UNIZO Real Estate Company, Limited) absorbed Jowa Golf Management Company, Limited. Segment information included in this report for comparison and analysis purposes between the current and prior fiscal year has been restated to reflect the new classifications. (i) Real Estate Business Revenue from operations during the fiscal year ended March 31, 2016 increased by 12.3% to 24,589 million from 21,888 million in the previous fiscal year, and operating income increased 12.2% to 8,640 million from 7,699 million in the previous fiscal year, demonstrating both higher revenue and income. This was the result of newly acquired domestic and overseas properties contributions to revenue and intensive efforts to keep current tenants, attract new ones, and increase rents in existing properties

5 (ii) Hotel Business Revenue from operations during the fiscal year ended March 31, 2016 increased 33.8% to 7,954 million from 5,946 million in the previous fiscal year, and operating income increased 71.6% to 2,159 million from 1,258 million in the previous fiscal year, a significant increase in both revenue and income. This was the result of higher occupancy rates and revenue per room in existing hotels compared to that in the previous fiscal year, and due to contributions from newly opened hotels. (2) Issues to be Addressed For the Japanese economy, the moderate economic recovery trend is expected to continue, but attention must continue to be paid to risks such as trends in overseas economies and the effects of financial and product market conditions. In the Japanese office building market, it is expected that the supply-demand balance will continue to improve, vacancy rates will decline further, and rents will continue their moderate upward trend. In the US office building market as well, rents are forecast to continue an upward trend against a backdrop of higher employment. In the hotel sector, due to a significant increase in foreign tourists visiting Japan, occupancy and revenue per room are forecast to remain at high levels, mainly in major city areas. Amid such a business environment, the Group will place all efforts in executing its second medium-term management plan NEW DIMENSION 2017 (fiscal year ending March 31, 2016 fiscal year ending March 31, 2018; announced on March 13, 2015). The Group expects to attain targets for operating income, ordinary income, and net income all levels of profitability except for revenue from operations one year ahead of schedule. The Group s strengths are (1) growth potential through active acquisition of prime income-generating properties, and steady hotel business expansion, and (2) a highly stable and profitable business structure. This structure is based on a superior and stock-type asset portfolio whereby revenue recurs based on the infrastructure the Group has put in place. Using these strengths, in order to continue to execute management policies of executing the stock-type business model and investing in prime income-generating properties both in Japan and abroad, the Group recognizes the importance of strengthening its financial base. As such, the Group places strengthening the equity ratio, a measure of financial strength, as an important management topic. Also, the Group considers further strengthening its organization, including securing highly professional personnel and hiring and developing personnel to support the Group future, to be an important management topic. Based on a corporate philosophy of a customer-first mindset and social and environmental contribution, from a customer perspective the Group strives to offer high quality in location, space, and services to customers, contribute to society both regionally and nationwide, and conduct business in an environmentally friendly way. Through this, the Group aims to improve corporate and shareholder value, and further gain the trust of all stakeholders including customers and shareholders. The Company appreciates the continued support and patronage of its shareholders. 2. Capital Investment The total amount of capital investment implemented during the fiscal year under review was 82,245 million. Key capital investments included acquisition of office buildings and land for hotels, and the construction of new hotels, in order to expand the Group s profitability. In addition, with the aim of improving functionality of business facilities and improving customer satisfaction, renovations were conducted in buildings and facilities inside buildings. 3. Fund Procurement Fund procurement for the consolidated Group for the fiscal year under review resulted in a balance of interest-bearing debt of 386,238 million ( 314,964 million at the end of the previous fiscal year; an increase of 71,274 million) as of the end of the fiscal year, due to factors such as procurement of funds required in the acquisition of office buildings. Additionally, at the non-consolidated Holding Company, (the Company ) the balance of interest-bearing debt as of the end of the fiscal year was 189,543 million ( 138,227 million at the end of the previous fiscal year; an increase of 51,315 million). Furthermore, Series One Unsecured Corporate Bonds were issued on November 27, 2015 in the amount of 5,000 million

6 4. Transfer, Spin-Out to Existing Company, or Spin-Out to New Company of Business Not applicable 5. Transfer of Business from Other Companies Not applicable 6. Succession of Rights and Obligations Regarding Businesses of Other Companies due to Mergers or Spin-Outs Not applicable 7. Acquisition or Disposal of Stock, Other Equity, Stock Acquisition Rights, etc., of Other Companies Not applicable 8. Assets and Income Item The 36th fiscal year ended March 31, 2013 (Millions of yen unless otherwise stated) The 39th fiscal The 37th fiscal The 38th fiscal year ended year ended year ended March 31, 2016 March 31, 2014 March 31, 2015 (Consolidated fiscal year under review) Revenue from operations 14,876 21,930 27,668 32,385 Ordinary income 3,567 5,727 7,341 8,500 Net income attributable to owners of the parent company 2,098 3,078 4,214 6,593 Net income per share (Yen) Total assets 221, , , ,620 Net assets 31,115 33,374 52,700 54,432 Notes: 1. Net income per share for the 36th fiscal year is calculated based on the average number of shares outstanding during the period of 12,489,014 shares, due to an increase of 2,526,000 shares due to a capital increase from a third-party allotment on August 20, 2012, an increase of 2,870,000 shares due to a capital increase from a public offering on March 4, 2013, an increase of 430,000 shares due to a capital increase from a third-party allotment on March 22, 2013, and an increase of 80 shares due to the purchase of less-than-trading-unit shares. 2. Net income per share for the 37th fiscal year is calculated based on the average number of shares outstanding during the period of 16,532,809 shares, due to an increase of 56 shares due to the purchase of less-than-trading-unit shares. 3. Net income per share for the 38th fiscal year is calculated based on the average number of shares outstanding during the period of 17,657,434 shares, due to an increase of 2,870,000 shares due to a capital increase from a public offering on November 25, 2014 and an increase of 430,000 shares due to a capital increase from a third-party allotment on December 15, Net income per share for the 39th fiscal year is calculated based on the average number of shares outstanding during the period of 19,832,762 shares, due to an increase of 39 shares due to the purchase of less-than-trading-unit shares. 5. Figures presented are rounded down to the nearest million yen. However, net income per share is rounded off to the nearest hundredth of one yen

7 9. Principal Subsidiaries (as of March 31, 2016) (1) Principal Subsidiaries Company name Capital The Company s percentage of voting rights UNIZO Real Estate Company, Limited UNIZO Hotel Company, Limited UNIZO Facilities Company, Limited 400 million 100% 100 million 100% 100 million (100%) Principal business Ownership and leasing of office buildings and other properties, asset management, property management, real estate brokerage, and ownership and operation of golf courses Ownership and operation of hotels Janitorial and management services for office buildings and other properties Real estate business in the UNIZO Holdings U.S., LLC $337,700 thousand (100%) US UNIZO Real Estate One, Real estate business in the $213,500 thousand (100%) LLC US UNIZO Real Estate Two, Real estate business in the $258,000 thousand (100%) LLC US Note: Figures in parentheses are the share of voting rights including holdings at subsidiaries. (2) Status of Specified Wholly-owned Subsidiaries Not applicable 10. Principal Business (as of March 31, 2016) The Group is mainly engaged in the business as shown below: Business segment Business Content Ownership, leasing, management, and janitorial services of Real estate business office buildings and other properties, real estate brokerage, and ownership and management of golf courses Hotel business Ownership and operation of hotels 11. Principal Business Locations (as of March 31, 2016) (1) The Company Head Office , Hatchobori, Chuo-ku, Tokyo (2) Subsidiaries UNIZO Real Estate Company, Limited Head Office (Chuo-ku, Tokyo) UNIZO Hotel Company, Limited Head Office (Chuo-ku, Tokyo) UNIZO Facilities Company, Limited Head Office (Chuo-ku, Tokyo) UNIZO Holdings U.S., LLC Registered Office (Delaware, USA) UNIZO Real Estate One, LLC Registered Office (Delaware, USA) UNIZO Real Estate Two, LLC Registered Office (Delaware, USA) 12. Employees (as of March 31, 2016) (1) Employees of the Group Number of employees Increase (decrease) from previous fiscal year-end 268 [154] Increase of 30 [Increase of 8] Notes: 1. The number of employees is the number of persons in employment, excludes two persons seconded to other companies from the Group, and includes seven persons seconded to the Group from other companies. 2. The figure in brackets in the number of employees shows the average number of temporary employees (part time and contract employees) within the most recent year

8 (2) Employees of the Company Notes: Number of employees 93 [1] Increase (decrease) from previous fiscal year-end Increase of 22 [Decrease of 11] Average age Average years in employment 40 years old and 3 3 years and 5 months months 1. The number of employees is the number of persons in employment, excludes two persons seconded to other companies from the Company, and includes eight persons seconded to the Company from other companies. 2. The figure in brackets in the number of employees shows the average number of temporary employees (contract employees) within the most recent year. 3. The average years in employment is the number of years in employment at the Company, and does not include periods of being seconded from the Company to outside companies, or the number of years in employment prior to the merger of the Company on March 1, Other than the above, 50 persons are seconded to consolidated subsidiaries of the Company. 13. Primary Lenders (as of March 31, 2016) Lenders (Millions of yen) Balance of borrowings Mizuho Bank, Ltd. 73,960 Sumitomo Mitsui Banking Corporation 48,593 The Bank of Tokyo-Mitsubishi UFJ, Ltd. 30,

9 II. Stock (As of March 31, 2016) 1. Authorized Shares 40,000,000 shares 2. Issued Shares 19,832,738 shares (excluding 262 shares of treasury stock) 3. Number of Shareholders 8, Principal Shareholders Name of shareholder Number of shares held Percentage to total shares outstanding (%) Japan Trustee Services Bank, Ltd. (Trust Account) 1,855, % The Kyoritsu Co., Ltd. 1,476, % Nippon Steel Kowa Real Estate Co., Ltd. 1,383, % NITTO BOSEKI CO., LTD. 1,301, % SUGA Co., Ltd. 1,136, % The Master Trust Bank of Japan, Ltd. (Trust Account) 967, % IBJ Leasing Company, Limited 883, % FUJITA KANKO INC. 722, % Toko Electrical Construction Co., Ltd. 640, % THE DAI-ICHI BUILDING CO., LTD. 520, % Note: Percentage to total shares outstanding is calculated excluding treasury stock (262 shares). III. Subscription Rights to Shares Not applicable - 9 -

10 IV. Corporate Officers 1. Directors and Audit & Supervisory Board Members (As of March 31, 2016) Position Name Responsibilities and important positions concurrently held at other companies Chairman and Director Takao Suzuki President and Director (Representative Tetsuji Kosaki Director) Senior Managing Director Masato Yamamoto Senior Managing Yoshinori Yukimoto Deputy President and Director (Representative Director), Director UNIZO Hotel Company, Limited Senior Managing Director Yoshiaki Iseki Managing Director Hiroyasu Nakamura Managing Director Hitoshi Sato Managing Director Masafumi Shinagawa Managing Director Hideaki Kobayashi Director Hiroto Okubo Director Takeshi Imamichi Director Satoshi Komura Director Masahiko Nishi Director Takeshi Okabe Director Yoshio Yamada Director Motoaki Kitayama Attorney Director Toshiro Yonemura Outside Director, Seven & i Holdings Co., Ltd. Standing Audit & Supervisory Board Mitsugi Izumiyama Member Standing Audit & Supervisory Board Member Kaoru Inoue Audit & Supervisory Board Member Audit & Supervisory Board Member Tetsuo Ito Mitsutoshi Nakaura Attorney Outside Corporate Auditor, Takasago Thermal Engineering Co., Ltd. Outside Corporate Auditor, ASAHI KASEI CORPORATION Notes: 1. Directors Motoaki Kitayama and Toshiro Yonemura are Outside Directors. 2. Audit & Supervisory Board Members Kaoru Inoue, Tetsuo Ito and Mitsutoshi Nakaura are Outside Audit & Supervisory Board Members. 3. Hisashi Nakamura retired as Director due to the expiration of his term at the conclusion of the 38th Annual General Meeting of Shareholders, held on June 19, Ryosei Nagato resigned as Audit & Supervisory Board Member at the conclusion of the 38th Annual General Meeting of Shareholders, held on June 19, Outside Directors Motoaki Kitayama, Toshiro Yonemura and Outside Audit & Supervisory Board Member Tetsuo Ito are independent officers as stipulated by Tokyo Stock Exchange, Inc. 6. The Company has adopted the executive officer system. The Executive Officers are as follows

11 (As of March 31, 2016) Position Name Responsibilities President Tetsuji Kosaki Chief Executive Officer Senior Managing Executive Officer Senior Managing Executive Officer Senior Managing Executive Officer Managing Executive Officer Managing Executive Officer Managing Executive Officer Managing Executive Officer Managing Executive Officer Masato Yamamoto Yoshinori Yukimoto Yoshiaki Iseki Hiroyasu Nakamura Hitoshi Sato Masafumi Shinagawa Hideaki Kobayashi Hiroshi Takimoto Planning Division; Business Development Division; Business Audit Department; Compliance Department; General Manager of Compliance Department Hotel Division Architecture and Construction Planning Division Executive Secretariat; Administration Department; Human Resources Department; Information System Department Office Building Division; Architecture and Construction Planning Division (deputy) Finance Division; General Manager of Finance Department International Division; Office Building Division (deputy); Business Development Division (deputy) Planning Division (deputy); Business Development Division (deputy) Executive Officer Hiroto Okubo Hotel Division (deputy) Executive Officer Takeshi Imamichi Hotel Division (deputy); General Manager of Hotel Department Executive Officer Satoshi Komura Office Building Division (deputy) Executive Officer Masahiko Nishi General Manager of Business Development Department Executive Officer Takeshi Okabe General Manager of Executive Secretariat Executive Officer Yoshio Yamada Architecture and Construction Planning Division (deputy); General Manager of Office Building Department 2; General Manager of Architecture and Construction Planning Department Executive Officer Hiroshi Kato General Manager of Corporate Planning Department Executive Officer Shigeo Yasuno General Manager of Human Resources Department Executive Officer Shigeru Sasaki General Manager of Accounting Department Executive Officer Masako Kawamura Hotel Division (deputy) Executive Officer Michiaki Kono General Manager of International Department Executive Officer Hiroko Saito Planning Division (deputy); Office Building Division (deputy)

12 (Reference) Corporate Officers as of May 1, 2016 are as follows: (As of May 1, 2016) Position Name Responsibilities and important positions concurrently held at other companies. Chairman and Director Takao Suzuki President and Director (Representative Director) Tetsuji Kosaki Senior Managing Director Senior Managing Director Senior Managing Director Managing Director Managing Director Managing Director Managing Director Director Director Director Director Director Director Masato Yamamoto Yoshinori Yukimoto Yoshiaki Iseki Hiroyasu Nakamura Hitoshi Sato Masafumi Shinagawa Hideaki Kobayashi Hiroto Okubo Takeshi Imamichi Satoshi Komura Masahiko Nishi Takeshi Okabe Yoshio Yamada Deputy President and Director (Representative Director), UNIZO Real Estate Company, Limited Deputy President and Director (Representative Director), UNIZO Hotel Company, Limited Director Motoaki Kitayama Attorney Director Toshiro Yonemura Outside Director, Seven & i Holdings Co., Ltd. Standing Audit & Supervisory Board Mitsugi Izumiyama Member Standing Audit & Supervisory Board Member Kaoru Inoue Audit & Supervisory Board Member Audit & Supervisory Board Member Tetsuo Ito Mitsutoshi Nakaura Attorney Outside Corporate Auditor, Takasago Thermal Engineering Co., Ltd. Outside Corporate Auditor, ASAHI KASEI CORPORATION Notes: 1. Director Motoaki Kitayama and Toshiro Yonemura are Outside Directors. 2. Audit & Supervisory Board Members, Kaoru Inoue, Tetsuo Ito and Mitsutoshi Nakaura are Outside Audit & Supervisory Board Members. 3. Outside Directors Motoaki Kitayama and Toshiro Yonemura, and Outside Audit & Supervisory Board Member Tetsuo Ito are independent officers as stipulated by Tokyo Stock Exchange, Inc. 4. Executive Officers as of May 1, 2016 are as follows

13 Position Name Responsibilities President Tetsuji Kosaki Chief Executive Officer Senior Managing Executive Officer Senior Managing Executive Officer Senior Managing Executive Officer Managing Executive Officer Managing Executive Officer Masato Yamamoto Yoshinori Yukimoto Yoshiaki Iseki Hiroyasu Nakamura Hitoshi Sato (As of May 1, 2016) Financial Planning Division; Office Building Division; Business Development Division; Business Audit Department; Compliance Department Credit Risk Management Division; Hotel Division Architecture and Construction Planning Division; General Manager of Architecture and Construction Planning Department Executive Secretariat; Administration Department; Human Resources Department; Information System Department Facility Management Division; Financial Planning Division (deputy); Finance Division (deputy); Architecture and Construction Planning Division (deputy); General Manager of Facility Management Department Finance Division; General Manager of Finance Department International Division; Business Development Division (deputy); General Manager of International Department 2 Managing Executive Officer Masafumi Shinagawa Managing Executive Officer Hideaki Kobayashi Managing Executive Officer Hiroshi Takimoto Business Development Division (deputy) Managing Executive Officer Hiroko Saito Corporate Planning Division; Public Relations Division Executive Officer Hiroto Okubo General Manager of Compliance Department Executive Officer Takeshi Imamichi Hotel Division (deputy); General Manager of Hotel Department 1 Executive Officer Satoshi Komura Office Building Division (deputy) Executive Officer Masahiko Nishi General Manager of Business Development Department Executive Officer Takeshi Okabe General Manager of Executive Secretariat Executive Officer Yoshio Yamada Financial Planning Division (deputy); Finance Division (deputy) Executive Officer Masako Kawamura Public Relations Division (deputy); Hotel Division (deputy); General Manager of Public Relations Department Executive Officer Shigeo Yasuno General Manager of Human Resources Department Executive Officer Shigeru Sasaki Head of Accounting Unit; General Manager of International Accounting Department Executive Officer Michiaki Kono General Manager of International Department 1 Executive Officer Osamu Kiso General Manager of Administration Department and Information System Department Executive Officer Minoru Kawasaki General Manager of Research Department Executive Officer Masaaki Kimura Hotel Division (deputy) Executive Officer Takafumi Kayano General Manager of Investor Relations Department Executive Officer Kazuhiro Goto General Manager of Financial Planning Department

14 2. Liability Limitation Agreements Name Outline of liability limitation agreements An agreement under which the liability of Outside Directors under Article 423, Motoaki Kitayama Paragraph 1 of the Companies Act shall be limited to the extent of the minimum liability amount stipulated in laws and regulations when they execute duties in good Toshiro Yonemura faith and without gross negligence, in accordance with Article 427, Paragraph 1 of the same Act. An agreement under which the liability of Outside Audit & Supervisory Board Tetsuo Ito Members under Article 423, Paragraph 1 of the Companies Act shall be limited to the extent of the minimum liability amount stipulated in laws and regulations when Mitsutoshi Nakaura they executes duties in good faith and without gross negligence, in accordance with Article 427, Paragraph 1 of the same Act. 3. Total of Compensation and Other Benefits Paid to Directors and Audit & Supervisory Board Members Directors 18 persons 308 million Audit & Supervisory Board Members 5 persons 43 million Total (among which Outside Audit & Supervisory Board Members: 23 persons 5 persons 351 million 62 million) Notes: 1. The above includes one Director and one Audit & Supervisory Board Member who retired at the conclusion of the 38th Annual General Meeting of Shareholders, held on June 19, The above amount of compensation and other benefits includes a provision for directors and corporate auditors retirement benefits for the fiscal year under review

15 4. Outside Corporate Officers (1) Relations between Other Companies in which Officers Concurrently Hold Important Positions and the Company Not applicable (2) Major Activities of Corporate Officers during the Fiscal Year under Review Classification Name Major Activities Director Director Standing Audit & Supervisory Board Member Audit & Supervisory Board Member Audit & Supervisory Board Member Motoaki Kitayama Toshiro Yonemura Kaoru Inoue Tetsuo Ito Mitsutoshi Nakaura Attended 18 meetings out of 19 Board of Directors meetings during the fiscal year under review; made comments as necessary from a professional perspective mainly as an attorney to the proposals and deliberations. Attended all of 19 Board of Directors meetings during the fiscal year under review; made comments as necessary to the proposals and deliberations. Attended all of 19 Board of Directors meetings during the fiscal year under review; made comments as necessary to the proposals and deliberations. Attended all of 15 Audit & Supervisory Board meetings during the fiscal year under review; exchanged opinions on audit results and discussed important matters regarding audits. Attended all of 19 Board of Directors meetings during the fiscal year under review; made comments as necessary from a professional perspective mainly as an attorney to the proposals and deliberations. Attended all of 15 Audit & Supervisory Board meetings during the fiscal year under review; exchanged opinions on audit results and discussed important matters regarding audits. Attended all of 19 Board of Directors meetings during the fiscal year under review; made comments as necessary to the proposals and deliberations. Attended all of 15 Audit & Supervisory Board meetings during the fiscal year under review; exchanged opinions on audit results and discussed important matters regarding audits

16 V. Accounting Auditor 1. Accounting Auditor s Name Ernst & Young ShinNihon LLC 2. Accounting Auditor s Compensation, etc. for the Fiscal Year Ended March 31, 2016 Compensation amount Accounting Auditor s compensation for the fiscal year 34 million ended March 31, 2016 Cash and other profits payable by the Company or its 46 million subsidiaries to Accounting Auditor (Notes) 1. Under the audit agreement between the Company and its Accounting Auditor, compensation for audits pursuant to the Companies Act and audits pursuant to the Financial Instruments and Exchange Law are not strictly separated, and otherwise cannot be separated. Consequently, the above amount reflects total compensation for the fiscal year under review. 2. Apart from the compensation above for the fiscal year under review, additional compensation in the amount of 2 million was provided pertaining to the previous fiscal year. 3. Through receiving required documentation and conducting reporting interviews with Directors, internal related departments, and the Accounting Auditor, the Audit & Supervisory Board confirms the contents of audit plans, status of execution of duties, and grounds for calculating compensation quotations by the Accounting Auditor, and upon deliberation, agrees on the amount of compensation for the Accounting Auditor, pursuant to Article 399, Paragraph 1 of the Companies Act. 3. Non-Audit Services The Company entrusts the operation of preparing correspondence documents from the Auditor to securities underwriting firms regarding the issuance of corporate bonds, which are services other than the services set forth in Article 2, Paragraph 1 of the Certified Public Accountants Act, and pays fees to the Accounting Auditor in relation to such services. 4. Policy Regarding Determination of Termination or Non-Reappointment of Accounting Auditor In the event that the Accounting Auditor is deemed to fall under any of the grounds set forth in each Item of Article 340, Paragraph 1 of the Companies Act, the Audit & Supervisory Board shall terminate the appointment of the Accounting Auditor subject to the unanimous consent of the Audit & Supervisory Board Members. In addition, should the Accounting Auditor be deemed unable to execute its duties properly for reasons other than above, the Audit & Supervisory Board shall determine the details of the proposal on termination or non-reappointment of the Accounting Auditor for submission by the Board of Directors to the General Meeting of Shareholders. 5. Business Suspension Orders Received by the Accounting Auditor During the Past Two Years 1) Target of order Ernst & Young ShinNihon LLC 2) Content of order Three-month suspension of operations regarding concluding new agreements (from January 1, 2016 to March 31, 2016) Order for improvement of business (improvement of operational management structure) 3) Reasons for order i) During the audits of financial documents for companies to which it was entrusted to audit during the fiscal years ended March 31, 2010, March 31, 2012, and March 31, 2013, seven certified public accountants of Ernst & Young ShinNihon LLC were negligent and certified financial documents with significant misrepresentations as not having significant misrepresentations. ii) It was established that operations of the above accounting firm were significantly inappropriate

17 VI. System to Ensure Proper Business Execution and Operational Status of the System 1. System to ensure proper business execution (1) System to ensure that Directors and employees execution of duties complies with laws and regulations, and the Articles of Incorporation The Group established rules relating to the compliance structure including UNIZO Group Personal Conduct Guidelines as action guidelines to ensure that officers and employees observe laws, regulations and the Articles of Incorporations as well as social norms. Additionally, to thoroughly put compliance into practice, a Compliance Department has been established to integrate and promote compliance measures across the board. The Business Audit Department, which serves as the internal auditing division, conducts audits regarding the status of compliance. Additionally, important matters regarding compliance are deliberated upon and reported to the Board of Directors. (2) System for storage and management of information related to the execution of duties of the Company s Directors In line with internal regulations such as requests for approval regulations and document preservation operation rules, information regarding the execution of duties by Directors is recorded and stored either in paper or electronic form (hereinafter documents ). Directors and Audit & Supervisory Board Members may review these documents at any time. (3) Regulations or any other systems of the Company for management of risk of loss Concerning risks related to compliance, the environment, disasters, and information security, each responsible department shall prepare and distribute regulations and manuals. Each department works to prevent occurrence, while cooperating with related departments in the event of accidents, and consults with legal counsel, as required. The Corporate Planning Department comprehensively and inclusively manages risks of the entire Group. (4) System to ensure that the Company s Directors execute duties efficiently The Board of Directors defines Company-wide goals that are shared by Directors and employees, and Officers in charge of divisions define specific targets and efficient methods for achievement including delegation of duties based on delegation authority and decision-making rules required to achieve these goals. The Board of Directors periodically reviews the status of progress, and suggests improvements such as elimination and mitigation of elements that hinder efficiency, creating a system to realize greater efficiency in operations across the Company. (5) System to ensure proper business execution within the Group comprising the Company and its subsidiaries 1) System regarding reporting to the Company for matters concerning business execution by Directors of subsidiaries of the Company Group Company Management Regulations are established, whereby certain matters require approval by or reporting to the related department of the Company prior to resolution at each company. For matters that apply to certain standards, a resolution is required by the Board of Directors of the Company. Periodic meetings are held with Group companies to deliberate important matters as well as share information. 2) Regulations or any other systems of subsidiaries of the Company for management of risk of loss The Corporate Planning Department of the Company comprehensively and inclusively manages risks of the entire Group. Concerning risks related to compliance, the environment, disasters, and information security of Group companies, each department works to prevent occurrence, while cooperating with related departments of the Company in the event of accidents, and implements countermeasures upon consulting with legal counsel, as required. 3) System to ensure that duties of Directors of subsidiaries of the Company are executed efficiently Numerical targets are set for each Group company, reviews are made at periodic meetings for monthly management, and reports are made to the Board of Directors

18 4) System to ensure that Directors and employees execution of duties at subsidiaries of the Company complies with laws and regulations, and the Articles of Incorporation Universal personal conduct guidelines have been set for officers and employees of the Group, aiming to create a united awareness for compliance with laws for all Directors and employees of the Group. An Executive Officer in charge of the Compliance Department of the Company is appointed as the Chief Compliance Officer for the purpose of clarifying responsibilities toward establishing internal systems across the Group. The Compliance Department of the Company has been set as the department responsible for compliance, and is responsible for its promotion. The Business Audit Department of the Company implements internal audits for Group companies. (6) In the event that the Audit & Supervisory Board of the Company requests employees to aid in the performance of its duties, rules regarding these employees, independence of these employees from the Board of Directors, and ensuring the effectiveness of directions toward these employees from Audit & Supervisory Board Members Currently, there are no employees performing such duties. (7) System for reporting to the Audit & Supervisory Board of the Company 1) System for Directors and employees of the Company to report to the Audit & Supervisory Board of the Company Through periodic meetings between the Audit & Supervisory Board and the President and CEO, exchanges of opinions are conducted on management principles and issues to be addressed to deepen mutual understanding. Concerning important business execution matters and the status of internal audits, in addition to reports for each instance, the Audit & Supervisory Board may request reports at any time from Directors or employees. 2) System for employees of subsidiaries of the Company or persons who have received reports from these persons to report to the Audit & Supervisory Board Through audits of Group companies, Audit & Supervisory Board Members receive reports directly from employees of Group companies. The Business Audit Department of the Company conducts audits of Group companies, and reports to Audit & Supervisory Board Members of the Company regarding the status of audits at Group companies. 3) System to ensure that persons who make reports in 1) and 2) will not be subject to disadvantageous treatment on the grounds of such reporting The Company and Group companies will not subject employees who made reports in 1) and 2) to disadvantageous treatment on the grounds of such reporting. (8) Prepayment or reimbursement procedures for expenses incurred during the execution of duties by Audit & Supervisory Board Members of the Company and processing of other expenses or liabilities incurred during the execution of duties If Audit & Supervisory Board Members request prepayment of expenses concerning execution of duties, the Company responds promptly to such requests. (9) Other systems to ensure effective audits by Audit & Supervisory Board Members The system enables Audit & Supervisory Board Members to attend important meetings and state opinions as required. (10) Elimination of antisocial forces The Group shall never have relationships with antisocial forces and organizations that threaten the order and safety of civil society, and responds to unreasonable requests in a resolute manner in cooperation with attorneys and the police

19 2. Summary of operational status of system to ensure proper business execution (1) Ensuring business execution is in compliance with laws, regulations and the Articles of Incorporation The Compliance Department conducts supervision regarding compliance with laws and regulations on a daily basis. Additionally, the Business Audit Department implements internal audits, and concerning their results, reports are made to the President and CEO and Audit & Supervisory Board Members. (2) Management of risk of loss Each department works to prevent occurrence of loss, while in the event of an accidents, through cooperation with related departments, it responds upon consulting with legal counsel, as required. (3) Ensuring efficiency of business execution Toward achieving Company-wide goals determined by the Board of Directors, across the board measures have been implemented toward realizing efficiency of business execution in each department by elimination and mitigation of elements that hinder efficiency. (4) Ensuring proper business execution within the Group Based on the Group Company Management Regulations, for certain matters, approval from the Board of Directors of the Company and deliberation with related departments of the Company are implemented before making decisions at each subsidiary. Additionally, the Business Audit Department of the Company conducts internal audits for Group companies. (5) Reporting to the Audit & Supervisory Board and ensuring effectiveness of audits by Audit & Supervisory Board Members Through periodic meetings between Audit & Supervisory Board Members and the President and CEO, exchanges of opinions are made on management principles and issues to be addressed to deepen mutual understanding. Additionally, the Audit & Supervisory Board receives written reports each time from Directors and employees regarding the execution of important duties and the status of internal audits. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Unless otherwise stated, monetary figures presented in this Business Report are rounded down

20 Consolidated Balance Sheets (As of March 31, 2016) (Thousands of yen) Description Amount Description Amount (Assets) (Liabilities) Current assets 21,820,892 Current liabilities 128,869,738 Cash and deposits 19,647,036 Notes and accounts payable - trade 3,557 Notes and accounts receivable-trade 927,804 Short-term loans payable 54,133,740 5,927 Current portion of long-term loans Merchandise 67,341,096 payable Raw materials and supplies 23,210 Income taxes payable 1,853,267 Deferred tax assets 298,198 Provision for employees bonuses 149,234 Other 919,078 Provision for point card certificates 4,193 Allowance for doubtful accounts (363) Provision for shareholders special benefits 54,645 Other 5,330,004 Non-current assets 444,799,722 Non-current liabilities 283,317,903 Property and equipment 417,774,110 Corporate bonds 5,000,000 Buildings and structures 76,386,647 Long-term loans payable 259,763,704 Buildings and structures in trust 92,238,055 Deferred tax liabilities 1,950,995 Machinery, equipment and vehicles 115,837 Provision for directors and corporate auditors retirement benefits 469,577 Machinery, equipment and vehicles in trust 146,162 Provision for environmental measures 193,741 Land 65,828,173 Liability for retirement benefits 645,926 Golf courses 1,489,299 Security and guarantee deposits received from tenants 15,160,374 Land in trust 179,609,680 Other 133,583 Construction in progress 1,279,491 Total liabilities 412,187,642 Other 680,763 (Net assets) Intangible assets 10,818,414 Shareholders equity 49,698,867 Leasehold interest in land 642,325 Capital stock 13,522,664 Leasehold interest in land in trust 10,033,065 Capital surplus 13,438,070 Other 143,023 Retained earnings 22,738,694 Investments and other assets 16,207,197 Treasury stock (562) Investment securities 14,298,192 Accumulated other comprehensive income 4,505,674 Deferred tax assets 83,305 Unrealized gains on investment securities 2,893,410 Other 1,835,139 Deferred gains on hedges 136,769 Allowance for doubtful accounts (9,440) Foreign currency translation adjustments 1,475,495 Non-controlling interests 228,430 Total net assets 54,432,972 Total assets 466,620,614 Total liabilities and net assets 466,620,614 (Note) Figures presented in the financial statements are rounded down to the nearest thousand yen

21 Consolidated Statements of Income (April 1, March 31, 2016) (Thousands of yen) Description Amount Revenue from operations 32,385,309 Cost of revenue from operations 17,844,969 Gross profit 14,540,340 Selling, general and administrative expenses 3,934,760 Operating income 10,605,579 Non-operating income 371,468 Interest income 1,270 Dividend income 333,772 Other 36,424 Non-operating expenses 2,476,731 Interest expenses 2,357,889 Other 118,842 Ordinary income 8,500,316 Extraordinary income 1,858,207 Gains on sales of fixed assets 1,858,207 Extraordinary loss 19,165 Loss on sales of fixed assets 19,165 Income before income taxes 10,339,358 Income taxes - current 3,352,372 Income taxes - deferred 390,238 Net income 6,596,747 Net income attributable to non-controlling interests 3,261 Net income attributable to owners of the parent company 6,593,485 (Note) Figures presented in the financial statements are rounded down to the nearest thousand yen

22 Consolidated Statements of Changes in Net Assets (April 1, March 31, 2016) (Thousands of yen) Shareholders equity Capital stock Capital surplus Retained earnings Treasury stock Total shareholders equity Balance as of April 1, ,522,664 13,438,070 17,533,503 (376) 44,493,861 Changes of items during the period Dividends paid (1,388,294) (1,388,294) Net income attributable to owners of the parent company 6,593,485 6,593,485 Purchase of treasury stock (185) (185) Net changes of items other than shareholders equity Total changes of items during the period 5,205,191 (185) 5,205,005 Balance as of March 31, ,522,664 13,438,070 22,738,694 (562) 49,698,867 Unrealized gains on investment securities Accumulated other comprehensive income Deferred gains on hedges Foreign currency translation adjustments Total accumulated other comprehensive income (Thousands of yen) Noncontrolling interests Total net assets Balance as of April 1, ,392,896 3,574,970 7,967, ,969 52,700,697 Changes of items during the period Dividends paid (1,388,294) Net income attributable to owners of the parent company 6,593,485 Purchase of treasury stock (185) Net changes of items other than shareholders equity Total changes of items during the period Balance as of March 31, 2016 (1,499,486) 136,769 (2,099,474) (3,462,191) (10,538) (3,472,729) (1,499,486) 136,769 (2,099,474) (3,462,191) (10,538) 1,732,275 2,893, ,769 1,475,495 4,505, ,430 54,432,972 (Note) Figures presented in the financial statements are rounded down to the nearest thousand yen